Twisted
by Aerolysis
Summary: Spider-man said no, but if you watched the movie, things didn't go smooth after that. Based on The Amazing movie/games series, this story retells what really happened with Harry during and after the conversation with his former hero, reveals the rise of The Green Goblin, and displays the internal conflicts of those involved.
1. Betrayal

**Disclaimer: I do NOT own any of the characters in this story, Marvel owns everything, so don't sue me! :)**

Twisted

Betrayal

"What?"

The air inside the darkened room was stale like an old, tasteless soup left on a dinner table to be alone and tiny rays of sunlight weakly penetrated through the glass windows. Harry Osborn, CEO of Oscorp, and son of the late founder, Norman Osborn, stared in disbelief. The hero he thought he knew, that he needed the most in his time need, had ended his life at his darkest hour.

"I-I can't, Harry. It's too dangerous." Spider-man said slowly, as if he didn't want to be the bearer of bad news, considering his friends position. Being the heir to a family disease that stripped you off everything slowly, and painfully at that, was cruel enough punishment. But now, this? Turning down his friend was the ultimate heartbreaker.

"There's too many variables… too much dang-"he cut off as an empty wine glass flew in his direction. With lightning-fast reaction, the masked hero caught it with supreme grace in his hand and set it down on the clear table next to him. Harry stood his breath heavy with frustration and his fists clenched.

"How much?" A pause ensued as long as the distance that was slowly growing between until Spider-man broke the silence. "How much 'what'?"

"Money! How much?" his tone growing angrier.

"It's not about money."

"Yes it is! It's always about my money! You want a bribe? Fine! Name your price and I'll give it to you!"

"Harry, my blood is different from yours. If there were to be transfusion, who knows what could happen. You could turn out like Connors, or die, or worse!" he tried to reason.

"I am DYING, don't you see that?!" This disease is already turning me into a monster! Corroding my body, and stripping me apart." Harry cried out. "I don't understand how, but somehow YOU survived that spider bite and you're normal. Oscorp has top scientists that could analyze you and- and synthesize-" he paused as Spider-man got up from his seat.

"I'm sorry, I just can't."

Tears ran down the Oscorp heir's cheeks and his teeth gritted to a tough grind. "my father was right." He said in a low tone

Spider-man looked at him. "Right about what?"

"In the real world, you only look out for yourself, because only YOU can care for you, no one else!" Harry glowered at the masked hero. "get out! And don't come back, ever! Parker was wrong about you!"

Spider-man leaped across the room to the window and stepped out on the ledge. "I'm sorry, really." Were the last words he said before jumping and web swinging away.

Taking a deep breath, Harry smoothed over his bangs, straightened his shirt and dried his eyes.

_Come on, pull it together, Harry. Keep your composure._

Sitting down, he reached inside a drawer near the armrest of his chair and pulled out a small, black flash drive brandishing a green OZ labeled on both of its sides. Closing his eyes, memories of his last "chat" with his father flashed behind the darkness.

_Flashback_

"_Harry, I'm sorry *cough* I wasn't the best father you could've *cough cough*, no- should've had, and I deeply regret the time wasted between us." Norman rasped on his deathbed, death and misery spelled out in wrinkles and paleness on his face. "Here… take this." His father handed him the flash drive._

"_What's this?" Harry stared at it, puzzled._

"_It's something a few of us had worked on in the past. Something to… cure the disease which has taken it's toll on our family…"_

"_Was- was Richard Parker apart of-" Harry was cut off as his father shot a menacing glare at his son. "Richard had NOTHING to do with this!" he yelled out in anger, finding the strength to muster out his anger. "Connors and… Stromm did, though. They worked tirelessly on this, but we never *were able to finish it…"When he mentioned Stromm, it had seemed to have been forced, but whether this was true or not, Harry was unsure._

"_What do you want me to do with this?" Harry asked, a worried looked started to materialize on his face as he put it into his pocket._

_Norman locked eyes with his son and and gripped a sickly hand on his arm. _

"_Guard it with your life… and finish what we started._

Snake-like. That's how the nerve-wracking, degenerative disease that passed along his family line coursed through Harry's body. Like a nomad, it travelled to and fro from arm to leg, and then back to reclaim old territory in the form of hideous red patches of inflamed skin or searing pain along his muscles. Hiding this from the board had been no easy feat, but he'd managed to keep his affliction under the radar except for Felicia Hardy, his secretary.

The beautiful brunette had easily deduced that something was the matter was troubling the young CEO, as he had been recently avoiding eye contact with her and distancing himself when she gave him business reports and such. One evening, after a meeting was adjourned, she had come to his office.

"Harry." She called. "Ye-yes, Felicia?' he seemed a little tense and surprised.

"Can I come in?" A little hesitant at first, he nodded yes and she walked up to the side of his desk. "You're not very good at lying, are you?" A small smile appeared on her face.

"What? Hey! What're you-" Harry said, alarmed as two hands reached for his collar and ripped off the top buttons and black tie, revealing ugly scar tissue stretching like rubber down his chest.

"How… did you know?! Who told you?!" Harry stood up in a fit of rage, anger, and confusion, causing her to step back in caution.

"No one had to tell me that you were in pain. I could already see it in your eyes." Felicia placed a comforting hand on his shoulder but was shook off as he whipped around, back faced to her as he buttoned up his shirt back together.

"You don't know, Felicia. You don't know…" a tear ran down his cheek and his voice shook as the words came slowly out. "My father, this horrible excuse of a father, left me-," He stopped as stinging fury was slapped across his face by her hand. The action took him aback in surprise.

"Hey! That's your father you're talking about!" Felicia snapped, furthering his shock. "And I do understand." She continued. "My father wasn't the greatest example, walking out on me at an early age, so did my mother. I practically had to raise myself." Her head had lowered and her eyes closed shut as if to keep the memories of her past from entering through. Taking a deep breath, she shook herself from them and re-focused her gaze back into Harry's now red and puffy eyes and smile again.

"Felicia, I had no idea…" he muttered, still in shock.

"It's OK now. I'm grown up, and so are you. You know I'm always going to be here for you, right?" her expression was one of genuine sincerity and kindness, so much so that Harry began to feel better.

"Thanks." He said.

And so, a relationship stronger than just business formed between them. Not a lovey-dovey kind, but a more close friendship one. And while opening up about his troubled past and listening to her counsel helped ease the emotional scars a bit, the physical attacks on his body were taking their toll, despite the doctors' best efforts; the medicines could only weaken the pain for short periods.

* * *

><p>Painfully, Harry jolted awake in the middle of the night. A bright flash of light streaked across the sky following a downpour of rain over the city. A storm. Walking over to his computer in the main living room, he turned it on and plugged in the flash drive. After a few clicks here a few taps there, an automated file popped up and greeted him with a flurry of virtual documents and simulations featuring everything from complex-looking DNA chains to virtual people growing and shrinking in labs.<p>

"What the hell is this?" Harry gasped in disbelief as he began to sample the documents and watched some people turn from looking like twigs into guys that made "The Rock" seem like a pebble.

"Welcome to the OZ project."

**Thanks everyone for reading, and as always, there's more to come and don't forget to like, fave, follow, etc. Thanks!**


	2. A Back Is Turned

**Hello everyone, It's me Aerolysis and I'm back with a few new chapters in Harry's story. Filled with lying, betrayal, and a special appearance by a rather "shocking" yet familiar person. Will Harry find a cure for his condition? Or will he succumb to the nightmarish disease that killed his father? Find out, now!**

_**Disclaimer: I Own NOTHING from this spectacularly amazing and well-written series webbed up by famous Stan "The Man" Lee and partner Steve Ditko.**_

_**A Back Is Turned**_

The sun cast blissful, bright rays over Forest Hills, Queens on a blue morning and a few blocks down came a young man waving goodbye to his dear aunt, heading down to the big city he knew and loved.

Peter Parker was his name, and just two days ago, he had to give his best friend, Harry Osborn, the worst news second to his father passing. The decision hadn't been an easy one, no doubt, and Peter couldn't bear to have hurt his friend in civilian guise, so Spider-man had to take action.

Being the man of great power and responsibility, sacrifices would have to be made.

Painful sacrifices. His late Uncle Ben had to teach him that, in the way that no class or textbook ever could, and it would stay with him for the rest his life after. Being imbued with the proportionate abilities of a genetically-enhanced, common house spider had not made living up to the elder man's philosophy easy at all, but he had made it his cross to bear, his yoke to hold, and somehow, Peter Parker he would manage.

Twenty minutes later and he stood at the doors of a giant building smack dab in the middle of the busy street. Oscorp.

"Hoo boy…" he sighed to himself, hesitating on the decision of whether to see his friend or not, Would he be mad? In all his frustration that day, could have wisened up, put two and two together and deduce that he was indeed the masked hero?

The realization made Peter shudder with a sense of dread, but in the end, his shaking, sweaty palms gripped the cold metal handlebars of the glass doors and he walked in.

"Hello, sir. How may I assist you today?" a lady at the front desk smiled at him. She was a pretty thing, with shoulder-length blonde hair tied back into a ponytail, wore a white blouse and a pencil skirt that wrapped around her curvy hips. "Oh, no thank you. I'm here to see Harry, that's all."

"Oh do you have an appointment?"

"No, I'm a friend of hi-"

"STOP! LET ME GO!" a loud yell erupted from the upper levels followed a distraught-looking Harry Osborn fighting for his life against the iron grip of two security guards. His hair was wild and in a mess, and the hereditary disease that ran through his veins was starting to show up on his face in the form of pink bags under his eyes and a palish complexion.

"you've got to believe me! I-I've been SET UP! MENKEN set me up!" continuing his fiery rant, he desperately tried to free himself, but to no avail. Behind them, at the top of the escalator stood a tall, bald-headed man in a fancy, navy-blue suit. He stood at around 6'4" and looked to be in his mid-50s. A solemn look of disgust was painted on his face as he gazed down at the Oscorp heir being forcefully taken outside.

Peter met the older gentleman's gaze and, for an instant, he saw something dark and cold. Something that made his skin crawl and his spider-sense tingle. Jerking away, he ran past the security towards Harry, who was already outside, walking away.

"Harry! What was all that about?" he said, resting a hand on his shoulder, but jumping back as Harry angrily shook it off. "Harry!"

He looked back at Peter with a face red with anger and frustration. "What?! You saw what happened in there… I'm done for." And with that he walked off, completely ignoring his friend's existence.

_This was probably a bad idea…_

* * *

><p>Later, after taking some pain medication he knew full well wouldn't work, Harry walked over to his desk and pulled up a few files on OZ. After viewing the simulations, he picked up his cell phone and dialed.<p>

"Hello? Felicia, it's me, Harry. I need your help. I-I need you to search Oscorp's databases and find me everything you can on OZ…"

* * *

><p><em>Knock- knock<em>

His eyes jolted open like automatic switch doors and his body jerked up. Scrubbing his crust-filled eyelids, Harry awoke to the mixture of a female voice calling him and the tiny rays of morning light entering the dim bedroom through slits in the closed curtains. And, as usual, pain from the disease that was passed on by his father, Norman Osborn, coursed through parts of his body randomly. Where it would strike, he had no clue, and the visible aspects of the illness were beginning to show along his stomach, neck and backside. Putting on a white t-shirt, he climbed out of the mountain of fancy sheets and cloud-like pillows and motioned painfully to the door.

"I'm coming!" he yelled as he got halfway down the stairs. Pulling up the color of his shirt, he peeked through the small peephole of his door and rested a hand on the cold metal doorknob.

Felicia Hardy, his former personal assistant and close friend, stood outside.

Opening the door, he took in her appearance, which was the opposite of work clothes she had on when she worked for him: a tan blouse, red jeans and black flats. Her brunette hair, luscious and full of bounce, fell down to just above her waist and a brown satchel hung along her bare shoulder.

"Hey… what time is it?" he said groggily, holding the door open with one hand and blocking out the seemingly blinding light with the other.

"8:45 a.m. Wow… you look terrible." she replied, with her arms folded and a small smile on dancing along her lips."

"And you look gorgeous, but i guess we can't all have our makeup ready to cover up our real appearances in our purses." he joked.

Felicia giggled to herself and handed him the satchel. "Here, I managed to get all the stuff you asked for last night." Harry's hands shook with anticipation as he grasped the bag, realizing the significance of what she had brought and held it so as if it would disappear in thin air if he even thought of letting go.

"Th-thank you." he said, staring intently at it. "You're welcome. Now, aren't you going to let me in?"

"Aren't I?" he said, still looking at the satchel but changed focus as he felt a fist hit his shoulder. "Aren't I!" he snapped back into focus and stepped aside to let the woman in, closing the door behind her.

"So, this is how you Ozzies live, huh?" she asked, marvelling at the giant estate and reveling in the luxurious ambiance it breathed. "Uh huh, it's the life." he sighed with a hint of sarcasm.

After taking in the sights for a few moments longer, she turned to face him and walked until she was in his personal space, making him back up a bit.

"What? Do I have a booger hanging out?"

"It's spreading, fast." Felicia stepped closer and gently ran her fingers along the reddish patches around his neck area. The act made Harry flinch, not from the pain, but from the kindness. It had stung like a bee, yet felt warm and healthful, like a paneacia. Her kindness resurfaced memories of his mother when he was younger. During those days, Norman hadn't been bad, so hardworking. But then, she had just… left. And everything had went downhill ever since. What with the boarding school and whatnot, tender feelings of love and compassion and understanding had found no room in his heart. Until now. All he had wanted to do was run, and hide in corner and just shrivel up like a raisin in the sun, but Felicia had managed to convince him otherwise.

"How have you been dealing with this?" she asked, compassion resounding in her soft voice. "Not just this, but with what happened yesterday?" Harry swayed his head to the side, recounting the painful experience of being kicked out of his own company. The humiliation and shame… looking like a lost pup out in the wilderness.

"Oh you know, Tylenol here, seasons of Dr. Phil there. Until now, of course." He opened the flap of the satchel and quickly closed it. "Thank you, again, Felicia. For everything. You've only been good to me, even when I haven't been good to myself. You… you're the greatest personal assistant anyone could ever ask for."

Felicia's cheeks reddened a light shade of pink and she smiled even more. "Well, you're the best CEO I've ever had. Menken is just… blegh. He demoted me."

"What?"

"Yeah, he also kept saying how you were unfit to take control of your father's company and that you were a weak and spineless brat." Harry hung his head low, still under the comfort of her hand. "Sounds like something my dad would've said. And maybe he's right."

"No, he's not. Come here." she gestured for hug, and though he was a little hesitant at first, he came closer and savored her embrace. After pulling away, she asked, "What's in the bag? Like really?"

"OZ."

Meaning what exactly? LIke Dr. Oz, or the The Wonderful Wizard of Oz, perhaps?"

Harry laughed to himself, the first time in awhile. "No, no… It's, well… maybe it's better if I just show you." Holding her hand, Harry led her upstairs to his study. Test tubes and other various containers filled with colorful solutions bubbling to hot boils over a bunsen burner were lined up in an orderly fashion along his table. Science books were splayed out on na notes were cluttered on his leather sofa.

"Oh. My. Gosh." she gasped, cupping a hand over her mouth.

"Yeah, I know, it's a lot to take in, right?"

"Yeah, the spoiled brat's a science brain? You have no idea."

"And, over here, my father's life's work." Harry led her to his computer at his desk and pulled up a chair. A few clicks on the mouse and the simulations of OZ testing were on display. "Wow… I-I'm speechless. You've been studying all of this?" she stared at the young man in amazement, feeling a little infatuated at his accomplishment.

"Yeah, for awhile. Wasn't easy, but I did learn a thing or two while I was away."

"You sure did! This is incredible! You could have a cure on your hands. And the stuff that I brought you?'

Harry reached inside the satchel and pulled out a small syringe filled with a transparent green liquid sitting inside the vial. " What is that?" she tapped the clear glass curiously.

"My father's end result, but where he went wrong, I sought right. See those tubes over there? That's right. All I need is to mix those with this, and eureka!" But his excitement was short-lived as he pounded a fist on the table.

"OK, so you have a solution, what's the matter?"

"I don't have the technology to put this together. If i hadn't been ousted, I could use the labs in the BioChemistry dept to help." he said, with a frown of disappointment. Felicia looked away for a moment, then looked back and tugged at his arm. "I have an idea. His name is Shaw, he's a chemist, like really good with these sciency type of things and he's a licensed scientist at Oscorp!"

Harry's heart began to beat in excitement and his frown turned a complete 180 upside down. "Great! This couldn't be more perfect. Here, let me package up this stuff and I'll send you along. How long do you think it'll take?"

"Oh, don't worry about it, Harry. He's good, like I said. Consider it before nightfall."

"_Nightfall?" _He was speechless with disbelief. He thought for sure it'd take a few weeks or so, with the proper testing in a lab environment, but if Felicia was right…

"Mhm." she chimed. "Alright… nightfall it is."

* * *

><p>"And… one genetically-enhanced steroidal soup, hot n' ready!" said a middle-aged man in a labcoat as he handed a gun-like syringe to Felicia. He looked to be around 33, had short, black hair and goggles covering his face. Sitting on a black stool, he turned off the microscope and got up. The two were in the Biomedical Engineering sector of Oscorp, filled with everything from dead lab mice to a Ganali Device.<p>

"Are you sure it works?" she asked nervously. "Yes, Felicia. I know what I'm doing, and I've run a million tests over this. It works, you have my word." he said with a confident look on his face.

"Thank you, Shaw. You have no idea what this means to me." she said, hugging him. "Ah, it's no problem, anything for the Black Cat."

"Hey! I don't go by that name, not anymore." she said quietly.

"Well, changing the subject. Aren't you supposed to be meeting the big O something?

"Actually, he-" She was cut off mid sentence by Katy Perry "Firework" ringtone on her cell phone. Rummaging through her purse, she pulled out a vibrating cell phone.

"Is it him?"

"Yeah, a message. He wants me to meet him at the office in an 30 minutes."

* * *

><p><em><strong>1 12 Hours Prior at Ravencroft Institute**_

_**"Hey! Sparky! Down here!"**_

Harry Osborn called out from the bottom of the section holding a man glowing like a lightbulb who was held in some kind of containment unit filled with pure water and metal appendages which held him securely. His name was Max Dillon-now Electro- a promising, yet shy and cowardly electrical engineer who was genetically-altered to absorb, emit, and become pure electrical energy when he accidentally fell into a tank full of tested electric eels after being electrocuted. In a one in a billion chance, he'd survived the shocking experience and would wake up, lying on a morgue table while covered in a crusted outer shell.

At first, he was scared, and alone; lost in the dark. But now, with more power than he could ever dream of, and fueled by an ever-increasing abnormal hatred for the wall-crawler for his betrayal, Electro gained the confidence and motivation to be one of New York's strongest villains. Unfortunately, during his first bout with Spider-man, his own arrogance got the better of him, and he'd regret it every waking minute he had being tested on. Harry Osborn knew this, and had snuck into one of New York's strongest prison's, The Ravencroft Institute for the criminally-insane. Electro was the only one who had could relate to him in a way and the only one strong enough to get him back into Oscorp, and he had a plan to do.

"Hey! I-"

"WHAT?!" Electro roared, his black eyes and alternated white irises glowed with anger.

At first, Harry was too awestruck to say anything, but knew he had better before the guards came to. "H-hello M- max. I'm Harry Osborn. I-I can get you out of here, if you want. You... don't like it here, am I right?"

Electro stared at him in confusion, his body changing colors from blue to red, and back all again, like his emotions were actually reactions taking place inside him. "What...what is this? Is this a setup?! Are you going to hurt me-?" he started to shake a little in his containment. Harry, realizing his chances of his plan working would be better if got Electro out of the water, ran up the platform to the control center and pressed a few buttons and pulled up a switch. Suddenly, the system elevated Electro about five feet above the water, the moisture on his electrified skin evaporating instantly into clear vapor. How Harry knew what to do without being an experienced scientist or worker there was anyone's guess.

"Electro, I'm here to make a deal. I'm going to free you. You'd like that, wouldn't you?" he smiled.

"DON'T talk down to ME!" he snapped back, his voice changing from calm to sounding like the amplified version of a wolf's growl. Harry stood his ground, but on the inside shook more than a black woman's hips. If he wanted his plan to work, he'd have to convince this human generator that he could be trusted, somehow.

"I'm sorry, Max. But listen, please. I know you don't like it here, I mean, what with all the testing and abuse down here."

"And the catch?"Electro asked, calming down enough to consider Harry's proposition.

"I need you to get me… into Oscorp."

"Oscorp..? You _own_ it. Why do you need me?"

Harry let out a deep sigh and hung his head low in embarrassment. "Ah, you see, I've been screwed over, just like you. I was betrayed by those closest to me and got burned. And, you- you got burned by Spider-man and your designs were stolen by my company."

The criminal's eyes widened in shock and a jolt of power escaped his body. "You son of a-"

"Hey, HEY! I didn't know, I swear on everything I hold dear! I wouldn't have let it happen if i had known. Max, I'm just like you. I've been hurt, lost, and alone. All I want is to get back what's mine and seek revenge on those who stole from me, like you, right?"

Electro exhaled and closed his eyes, as if he was deeply considering it. "So… if I help you get into your company, you'll help me?"

"I promise, you have my word." Harry said with genuine sincerity. "So, what do you say?"

Electro hesitated, and just as he was about to say what Harry thought he wanted to hear, the answer was the opposite. "I- I don't know…"

Suddenly, bright, red lights flashed on in the room and a myriad of loud sirens sounded through the walls of the prison.

_Damn, they found me out! _Harry thought, beginning to panic on the inside as he heard loud footsteps heading toward the door.

"Max, please! I'm begging on my knees, I _need_ you!"

"You… you need me?" he replied slowly.

"Yes! I… I need you right here, and right now! Aaagh!" Harry called out in desperation as guards and a few scientists stormed the room, one tackling the Oscorp heir.

"You… you _need…_ me…" Electro started saying to himself, his eyes staring off into the distance, recalling memories of his childhood, harsh memories.

_Mama, forgive me for what I'm about to do… _he thought.

Harry made one, final plea as handcuffs were being drawn behind his wrists. "Please, Max! I need you!" Electro, sensing the truthness in Harry's cry, gritted his teeth and started to shake.

"He… needs… ME!" Suddenly, the lights began to flicker, the water beneath him began to bubble into a hot boil and Electro just, disappeared. In a close split second, a blind flash of light streaked across the room, taking out everyone except Harry, who was cowering on the floor; the lock between his cuffs were oozing red-hot metal. Looking up, he saw smoking bodies littered across the floor, and slowly, he got up, heart skipping a beat or two.

"M-max? Are you he-" Harry cut off as he heard what sounded like buzzing and looked up above him. A few feet away, Electric sparks materialized and swirled together until they formed a glowing, electric-blue man with black boxers. A smile of satisfaction pursed Harry's lips as Electro hovered down in front of him, making his hair's stand on end from all the static in the air.

"Give me… one reason why I shouldn't do what i did to them, to you." Electro growled. Harry's folded his arms and backed up a little. "I'll give you two: One, the Dr. that tortured you survived and is trying to get away." He said, pointing behind Electro, as man in a burnt labcoat was sneaking his way upstairs, in which Electro promptly "held" him with a bolt of lightning.

"And two? Spider-man."

Electro turned back to face him with a slight smirk. "Alright, reason enough. Let's go catch a spider…"


	3. Time For Change

**Alright, this is the chapter you've been waiting for! The turning point starts here for one of Spider-man's greatest villains' story to begin and for tragedy, loss and redemption to follow soon after. But be warned, though this chapter may follow a similar script as in the movie in the beginning, it soon takes a different and longer path from the original script of "The Amazing" series (Marc Webb's take) and follows a more traditional approach from the comics as the story moves along with Harry turning into the Green Goblin, but old and new fans should like it ( I hope!). Thanks again and here goes!**

**Time For Change**

"What is this?"

Donald Menken stood at the doorway of his office to see a rather ill Harry Osborn sitting in his former office, feet propped up on the table with a smirk on his face and hands behind his head. His skin was pale and pink bags lay just beneath his eyes, and, taking a deep breath, a cough escaped his lips.

"Oh… nothing you would understand."

"What?" the older man asked, looking a little confused. "Don't talk nonsense, boy. I'd half the mind to kick you myself and embarrass you once more, but I'm thinking about using my _whole_ one this time, and allow you walk away while you still can." he said, tone full of malice and cold as an icicle. Harry just sat pretty and smiled. Walking up the table until he was only a few feet away, he leaned up close to the Oscorp heir. "Last chance."

Getting up, Harry met his cold gaze and stared back intently.

"I'll let you make that decision yourself, Electro." Before Donald could react, a bright flash which turned out to be a lightning bolt struck him dead center in the chest, knocking him down on his back. He managed to sit back up, albeit a struggle, while coughing up blood and smoke rose from the burnt hole in his shirt. The lights began to flicker rapidly and in a brilliant display of light, a man with skin like a blue sun shot out of the ceiling lights. His bald head glowed from the internal reactions occurring on the inside of him and technologically-enhanced leather suit equipped with a voltmeter along the neck area was clothed on his body.

"**Use **_**half**_** your mind, and I'll destroy you as a **_**whole**_**." **Electro growled in a very intimidating way, the type of way only a man made of energy can.

"Electro, could you hold him for me, please?" Harry called, in which Electro promptly raised his arm and levitated the wounded man with another bolt of electricity and clung him against the wall. "Thank you." Harry proceeded to get up and walk towards the two.

"Heh heh, what are you going to do *cough cough*, _zap_ me into submission?" Menken laughed, a thin trail of blood ran down the corner of his mouth.

"Maybe, but I'm hoping it won't have to get into that. Just resign and reinstate me as CEO."

"What?! I'll die before I let that happen." he huffed. Suddenly, the currents holding him intensified for a brief second, making him yowl with pain. "Aaargh!" he convulsed.

"**Keep on talking, big man, and I'll make that become a reality." ** Electro said, before weakening the currents back to their original state. "Oh, and Max- I mean, _ Electro_, here wants something you've stolen as well, isn't that right?" Harry chimed with a vengeful smile.

"M-max? I- I don't know a-"

"**MAX DILLON! I've worked here for a long time, and… you don't even know me?" **Electro raised his voice, growing angrier by the minute before walking up closer. Menken's heart began to beat faster and beads of sweat were already starting to form along his forehead.

"**My power grid. You stole my designs for the power grid. The one that **_**I **_**created. I've got so much anger in me. And you? You sat back while it was taken from me…"**

"I-I don't- I'm not responsible-" He was cut as another powerful surge coursed over him.

"**SHUT UP!" **Electro's skin was rapidly changing color from blue to red to even a purplish-violet hue, all the while sparks were firing off all around his body like miniature fireworks. Harry, sensing the danger and the inevitable failure in his plan if this went on boldly came in between the two men. "Electro, wait. Now, a dead man can't return what belongs to you, now can he?"

Electro looked at Harry, then at Menken, a frightened look returned by him from the older man.

"**No… you're… you're right."** He said, calming down a little, but sparks were still popping around him all the same. "So? What's it going to be?"

After a few moments of silence, Menken surrendered. "Fine, I'll do it. But I need to put in the passcode to unlock the system. On the computer."

"Alright, but no funny business." Harry nodded to Electro and the latter levitated the older man to his seat. The CEO quickly entered in some numbers and after a few clicks, the database was open. Electro flew behind Menken and looked at the screen with a surprised look on his face.

"**Just… like that? It's mine again?"**

"Yeah, Max, it's all yours now, like it should've been." replied Harry, reaching out with a hand as he walked over. Electro shook it and hovered towards a nearby power outlet.

"**So long, Harry."** he said, before vanishing inside with a flash of light.

"Pleasure doing business with you, Electro."

Menken held his head down as he sat in his chair. "You are a stupid kid, Harry. Giving the city away to that… freak."

"Me? As I recall, _you_ overrided the system, and stole from him. All he wanted was what was his all along, that's all. And all I want is to get back what _you_ stole from me!" He yelled, pounding his fist against the table. "Cough cough, hack! *Cough cough*"

"Hahaha! No one wants a _dead_ CEO, Harry. I mean look at you! Like a stage actor on the set of 'The Walking Dead' or something…" He cackled, pointing out his failing condition.

Harry simply smiled and sat on top of the desk.

_We'll see who dead, Menken, just you wait._

* * *

><p>Harry Osborn weakly walked over the big windows of his office and and gazed out at New York. The sun was beginning to set and a wounded Donald Menken sat a few feet away from him at his former desk. He had just messaged Felicia Hardy, his former personal assistant to meet him here once OZ had been changed and his heart was beating fast at the possibilities of what would happen if he took the drug.<p>

_Felicia… _ he thought.

"Harry!"

As if a response, he turned around with a gleeful smile on his face as he recognized the female voice who had called him. "Felicia! Is it ready?" he asked, running towards a young woman standing in the doorway, despite feeling sensations of painful throbbing in his legs.

"Yeah. Shaw delivered just like he said it would." she replied, reaching into her brown satchel and pulled out a syringe with yellowish- looking transparent liquid inside. "Here you go." she handed it to him, in which he received it and held it up for all to see.

"Yes… it's… it's finished. It's finally finished. He said, marvelling as he saw the liquid inside. Felicia tilted her head around Harry and noticed Donald Menken sitting at the desk. "Hey… is that?" she asked, pointing behind him.

"Menken? Yeah that's him."

"What's he doing here?" she asked, a look of surprise plastered on her face.

"Don't worry about that, Felicia. He's resigning, and I'm reinstating myself as CEO of Oscorp again." he said triumphantly. "Isn't that right?" Harry turned around to see Menken slowly getting up from his chair and dialing on a phone. "No. I'm calling the police, and having you BOTH arrested."

"Arrested?! Harry, what's he talking about?!"

Harry looked back at her and put a hand on her shoulder. "Don't worry, he's not *cough cough* going to get away this."

"Get away? Get away with what?! What's going on?" Felicia was seriously confused now at the situation now, not knowing just how bad it was about to get.

"Harry Osborn, I'm going to you one. Last. Chance. Leave this office, and never come back!" Menken yelled, but Harry ignored him and injected the serum into his shoulder.

"Hello? This is Donald Menken, yes, I am the CEO of Oscorp. I need police and EMS…" Menken said to the operator on the line, but Harry ignored him and injected OZ into his right shoulder and dropped the empty syringe. Wincing a little as the serum coursed through his arm, he began to shake and soon fell under his knees but quickly got back up.

"AGH!" he yelled, trying to maintain balance by holding onto a nearby lamp, but clearly struggling and eventually, he fell back on the floor; his fingers gripping the hard floor, cracking the surface with unimaginable strength. Life was pouring into him, restoring color to his sickly, pale skin and healing all the wounds along his body. But the sensations were excruciating and burned like a hot iron over him. He felt like a he was in an oven while the serum began to change his body; enlarging his muscles and broadening his shoulders, causing his short to rip and fall off his upper body. His fingers and arms lengthened and he shook his head back in agony. The veins all along his body grew in size, branching out across his skin and his teeth clenched in a tight grit. Harry tried to take it, but the pain was just too much, and all he felt like doing was dying, and he thought that was what would happen. But, looking up for a moment, he saw Felicia, and then remembered the times she had counselled him and recalled the personal stories of her own and what she had endured. He couldn't give up now, even though his body felt like it was a super-heated meat grinder. The thought of it made him anger, and fired up the determination.

_I... won't give... up! _

"Aaargh! " he screamed in painful agony as his spine did a small wave-like motion before straightening and pushing out, becoming more durable and long; the rest of his bones following suit. The whole process was so grotesque that enough even Stephen King would throw up on himself. And for a few moments, his irises glowed green but returned back to their natural brown; his eyes now more healthful-looking than ever.

Across the room sat Menken, who held the phone to his ear but was too absorbed in the transformation to respond to the operator calling to him. "Sir, sir are you there? Hello?" Getting up, Menken made a dash outside of the room, leaving a mutating Harry writhing on the floor and Felicia to watch in horror. After a few more moments of the excruciatingly painful screams, the CGI-esque changes stopped and the end result was a man who looked as built as Jake Gyllenhaal during his stint in Southpaw. All of his wounds and any sign of disease had left him and all that was left was healed man.

"Felicia… are you… alright?" he groaned, slowly getting up, trying to regain his balance on wobbly legs and walking. Felicia stood frozen where she was, captivated by the bulging muscles and sweat dripping from his chest. She wanted nothing more than dry them herself but instantly snapped back into focus.

"Are _you _alright is the question." she ran up to him and gazed in awe at him. "I feel... _different_... he said, running a hand through his hair before turning around and looking confused. "What's wrong?" Felicia asked. "Where'd Menken go?"

"He left. Bolted out of here as you were going all Captain America on us. You should've seen the look on his face!"

Harry smiled and looked at arms and the veins popping out. " I wish. But, it worked. It really worked. Thank you, Felicia. Really."

"If you keep thanking me i'm going to give you a reason to be sorry." she said, playfully slugging him in the shoulder. "What do I have to be sorry about? I get my company and prove my father that he was wrong about me all this time. How great can this night get?." he smiled, walking back to his desk and sitting down, assuming his original position as Oscorp CEO.

Suddenly, the lights began to flicker and then the room went dark, and so did the rest of the city. Harry got up and ran to the windows, peering out at the darkened city save for some light from cars and shower of lightning streaks across Times Square.

"Harry! What's going on?" Felicia came next to him, horrified at the sight. "Probably just a random power failure. Don't worry." he lied. A malicious smile began to curve his lips and he sat back down at his seat.

_Make him bleed, Electro..._


	4. And Enter, Electro

Enter Electro

"Aaaah!"

The terrified screams of frightened citizens filled the night as they ran every which way throughout the darkened streets of New York. Empty cars with flickering headlights and store windows being shattered in by thieves willing to take advantage of the dim situation only increased the chaos. Around Times Square, a tall building on top of a platform enveloped in electrical energy was the main focal point of the attack, firing off stray bolts of energy in every direction. A swarm of NYPD officers in their police cars surrounded it, guns drawn and clad in insulated suits.

"How in the hell are we supposed to arrest a _building_?!" one of them yelled.

"Just wait here till Spider-man shows up!" replied the another, just a few cars down.

Meanwhile, back in his Aunt's house, in the basement, Peter Parker was coincidentally working on tuning his web-shooters to hold a charge, welding high-end capacitors into the intricate circuitry. He sat at his chair, wearing a black tank-top and jeans, while beads of sweat from the heat of the red-hot iron stuck like glue along his forehead and bulging muscles, glistening in the light. Across the table, empty Oscorp boxes could be seen lying on the table next to stacks of bubble wrap. Fifteen minutes and a powerful charge from a car battery later, and the science prodigy was finished.

"Alright, now we're in business!" he smiled with pride as the iconic red light glowed inside the display monitor. "Can the brightest mind in Queens get a woo-" he cut off as the lights inside the basement began to flicker, and he ran upstairs when he heard what he thought were a hundred car alarms going off at once.

Quietly tiptoeing through the living room, he saw his sleeping Aunt May on the couch, who left the t.v on which was airing a rerun of Jeopardy, he opened the door and stared in amazement at the neighborhood. All the lights, including the ones from the cars and lightning bugs, were blinking like an irritated eye.

"Looks like somebody's forgotten to pay the light bill." he joked, walking back inside. As he, was about to head back down into the basement, he stopped as he heard a report on the news by the Asian reporter, Whitney Chang.

"_Hello fellow New Yorkers. We interrupt your regularly-scheduled program to bring you this latest update on the Ravencroft situation. We have confirmed that Max Dillon, former employee of Oscorp, has escaped the institute for the criminally insane and is currently wreaking havoc at Times Square. It is still unknown how he escaped or if anyone had snuck in to help him…"_

Peter's eyes widened in apparent shock at the news and his blood ran cold. The painful memory of their first battle had burned its way into his head. The fear and anger… Peter shook himself out of the thoughts and returned his focus back on the report.

"_Now, as you may remember a few months ago, this was the scene of his debut as the electrically-charged villain, calling himself Electro, and he- oh, wait. I-I'm receiving word from our Skyeye new team that they have live video feed of his attack on Times Square."_

And a few seconds later, the screen changed from the newsroom to a scene of panic, chaos, and fear. Red and blue lights flashed alongside the bolts of white-hot lightning striking against the streets, ripping up the concrete ground. Fearful citizens ran in all directions screaming and abandoning their cars.

Max, aka _Electro, _embodied the tower, his electrified face magnified over the black windows and his glowing eyes scanned the area, casting an ambiance of superiority and malignant anger over the city. A news helicopter flew above him, far enough to not be influenced by the magnetic force of his electric field, but close enough to capture high-quality footage, all the while Electro smirked haughtily.

"_**Yes… watch me plunge this world in the dark…"**_ he thought, laughing at the possible reality of everyone having to live the life he had before the accident, one that was cold, bitter, and harsh. A life where you got stepped on like a doormat at the Ritz Carlton, hit like a punching bag in a sweaty gym, or even spat on like a sidewalk on the busy street. But on that fateful day, tending to the maintenance in a room, he was accidentally electrocuted and fell into a tank full of genetically-enhanced electric eels and somehow, he became the hottest topic in town since The Lizard and Spider-man. Realizing the chance of a lifetime he'd been given, he was going to show everyone that things were going to be a lot different, and tonight was going to be that night.

* * *

><p>"Alright, this should do it." said Peter, in full red and blue, who had just finished attaching his new and improved web-shooters around his wrists, and as stealthily as possible, he snuck out of the house and ran like Usain Bolt into the street. And if there was ever a time that a city was under attack had been beneficial, this was it. Everyone in the neighborhood would be too busy watching Whitney Chang's report to notice a colorful-costumed swinging along the lampposts.<p>

After reaching the city, he had to forget vision and rely solely upon his spider-sense, a precognitive that alerted him to danger and objects in his surrounding vicinity and manifested as tingling sensation in his head, like a phone on vibrate.

"Uncle Ben always said to walk by faith and not by sight." he said to himself, leaping from building to building.

"Hey, look! It's Spider-man!" cried a voice down below.

Looking down below, he could faintly see a young girl who looked to about 12 years old on a street corner, the faint light from a car headlight made her visible. Others who had heard the child had stopped and looked up to see the familiar red glow of his web-shooters in the dark. Immediately, cheering and shouts of gleeful optimism sounded in the streets as the citizens got on top of their cars.

"Go Spidey, Go!" cried one person.

"Hey that's my nigga, right there!" called out another.

Behind the white glass lenses and expressionless red mask, Peter's face lit up with gratitude as he heard the people laud. As he swung, he began to realize and understood the impact his spider-powered alter ego had on New York, and possibly the whole world. No matter how bad things get, he would keep on pushing, no giving up, no stopping until the end.

And then, his spider sense began to buzz and everything grew bright, as if the sun had come down for a tour. "Oh. My. God." he said, clinging onto the side of a darkened building, gazing at the sight.

Electro, in his normal form, hovered in the center, surrounded by a giant sphere of electrical energy, glowing like a light in a closet. Down below, NYPD officers had blocked off all the exits in Time Square to keep the residents from coming in. Jumping off, Spider-man swung to a stop light, leaped to another building and dove right in to the electric field. The energy jolted him for a moment but the pain quickly subsided as he landed atop the platform with grace on his feet, but before he could do anything, his sense went into painful overdrive as the area behind him became blinding and with split-second reflexes, he performed a back flip and leaped out of the way as a lightning bolt streaked by, and then everything went black. After landing again, Spider-man looked around but could see nothing except darkness all around, not too different from what you'd see behind closed eyelids.

"OK, Sparkles. If you're trying to scare me… it's working." he said, spider-sense shooting pain in his head.

"_**Good." **_replied a voice that sounded like a growl from a speaker at a high volume. The next instant, Electro materialized just a few feet away, levitating in front of the giant, black screen. Spider-man held his hand out in front of his masked face, trying not to be blinded by the illumination.

"_You_my dear friend, are a scientific miracle, you know that?" Spider-man said, but Electro just ignored him. "OK, let's get serious. How did you get out?"

_**"I told you to stay away..." **_ Electro glowered.

"Sorry, but 'staying away' is just not in my job description, especially when other non-powered humans are involved. And besides, aren't we friends?"

_**"NO! YOU lied to me! YOU said I was your eyes and ears, led me to believe i was your 'partner'. The one man I looked up to is the same one that hurt me the most. Even more than the prison YOU locked me up in! But now... "**_

"Max-"

"_**Electro! You have NO right to call me by that old name." **_he growled angrily.

"OK, first it's Max, now Electro. Any more names you want to add to this ever-increasing list?" he joked. Electro began to charge his fists with electricity and clenched his teeth. "Come on, Electro, I'm kidding. That's what real friends do, right? They laugh at each other?" Spider-man tried to calm down the former Oscorp employee, but the opposite ended up happening. Closing his eyes, painful childhood experiences began to resurface in his mind, making his blue skin change colors from red to purple and back again. Spider-man, sensing there was no way to get through now, slowly stepped back and braced for impact.

"Well, if we're going to fight, could you at least be so kind as to charge my phone?" he said, angering the responded by a white bolt, knocking Spider-man off the platform.

"Aw, come on! Don't get short with me!" said Spider-man as he swung away. Electro gave chase and followed him, firing off stray bolts at the web-slinger's direction but missing terribly.

"Hey, you wanna hear a joke? Alright, what did the father say-"

"_**SHUT UP!"**_ Electro interrupted.

"What did the father say to his son after he stuck a penny into socket?" he continued on.

"_**SHUT UP!"**_

"You're grounded! Get it? _Grounded?_" Spider-man replied, dodging another lightning bolt that kicked up bricks off a wall in a cloud of hot smoke.

"You know, I wonder if Tim Allen ever got this same response when _he_ told the joke." Spider-man muttered, swinging along.

As he turned a sharp right, he swung down a couple blocks, still evading devastating streams of charged particles, he began to recognize the street he was in thanks in much part to the glowing light show following him. It was the same street that Oscorp was on, and where there was the biggest industrialist company in the city, the city's main power grid was there as well. And then, a bright light bulb went off in the masked hero's head as he swung faster through the dark.


End file.
